Common use of Underwriting Clause in Contracts

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder included in such underwriting and registration reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than sixty-six and two-thirds percent (66 2/3%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time "Holder," as the underwriters may requiredefined in this sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty twenty-five percent (3025%) of the total amount of securities requested to be included in such registrationregistration and underwriting, unless such offering registration is the initial public offering and such registration does not include shares of any other selling shareholdersCompany’s Initial Public Offering, in which event any or all of case the Registrable Securities of the selling Holders may be excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and underwriters make the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesdetermination described above. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) exclude all Registrable Securities from, or limit the number of Registrable Securities to be included in such in, the registration and underwriting. No The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; provided, however, that no such reduction shall reduce the amount of securities value of the selling Registrable Securities of the Holders included in the such registration below thirty fifty percent (3050%) percent of the total amount value of securities included in such registration, unless such offering is the initial public offering Company’s Initial Public Offering and such registration does not include shares of any other selling shareholdersstockholders (excluding shares registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded excluded. In no event will shares of any other selling stockholder be included in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and registration that would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of . If shares are so withdrawn from the registration statement relating theretoand if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), or the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such other shorter period of time as shares to be allocated among the underwriters may requirepersons requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which the Company gives notice a Piggyback Registration is for a registered public offering involving that is to be made by an underwriting, the Company shall so advise the Holders as a part of the written notice given Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 9.2(a)(iSections 3(b)(i) and (ii), respectively. In such event that event, the right of any Holder to registration pursuant to Section 9.2 Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute sell any of their securities Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the other holders distributing Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany or the selling stockholders, as applicable. Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter or the Company determines that marketing factors require a limitation of on the number of shares of Common Stock or the amount of other securities to be underwritten, the managing underwriter may limit the number of exclude some or all Registrable Securities to be included in from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing (except those Holders who failed to timely elect to include their securities Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among all such Holders as follows: (i) If the Holders in proportionPiggyback Registration was initiated by the Company, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares that may be included in the registration and underwriting shall be allocated to any Holder or other person first to the nearest 100 sharesCompany and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; and (ii) If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, and however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit (or exclude entirely) on a pro rata basis the number of Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) to be included in such registration. If all Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) have been excluded from such registration and underwriting. No the managing underwriter determines that a further limitation is required, the managing underwriter may limit the remaining Registrable Securities (including those under the Modification Agreement) to be included in such reduction shall registration; provided, however, that the managing underwriter may not reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders under the Modification Agreement to be included in the registration to less than 25% of the total shares so included; provided further, however, that such percentage may be excluded in accordance with reduced or waived by the immediately preceding sentenceHolders of a majority of the Registrable Securities under the Modification Agreement, excluding Registrable Securities held by the Affiliates (each as defined under the Modification Agreement). The Company shall so advise all Holders under this Agreement and under the Modification Agreement and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities (including those under the Modification Agreement) and other securities that may be included in the registration and underwriting shall be allocated among all the Holders under this Agreement and under the Modification Agreement and such other holders exercising their registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such Holder Holders and such other holders exercising their registration rights at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder (both under this Agreement and the Modification Agreement) or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public In connection with any offering involving an underwritingunderwriting of shares of the Company's capital stock, the Company shall so advise the Holders as a part not be required under Section 1.4 to include any of the written notice given pursuant to Section 9.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation Holders' securities in such underwriting and unless they accept the inclusion terms of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with as agreed upon between the Company and the underwriters selected by it (or by other holders distributing persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their securities through such underwriting) enter into an underwriting agreement in customary form with sole discretion will not jeopardize the managing underwriter selected for such underwriting success of the offering by the CompanyCompany or the other persons who caused the Company to initiate the registration. Notwithstanding any other provision If the total amount of this Section 9.2securities, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittenincluding Registrable Securities, the managing underwriter may limit the number of Registrable Securities requested by shareholders to be included in such registration and underwriting. No such reduction shall reduce offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the selling Holders included offering, then the Company shall be required to include in the registration below thirty percent (30%) offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering. The securities so included shall be apportioned pro rata among the selling shareholders according to the total amount of securities entitled to be included therein (without regard to the number of securities actually requested to be included therein) owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders. For purposes of the preceding sentence concerning apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling shareholder" and any pro rata reduction with respect to such "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other "selling shareholders, shareholder," as defined in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding this sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If Holders wish to include Shares in a registration under Section 2(b), or if Holders holding not less than 50% of the registration Shares intend to distribute Shares by means of which the Company gives notice is for a an underwriting to be registered public offering involving an underwritingunder Section 2(a), the Company they shall so advise the Holders as a part Company prior to the effective date of the registration statement filed by the Company, and the Company shall include such information in a written notice given pursuant to Section 9.2(a)(i)all Holders. In All Holders shall be entitled to participate in such event underwriting, and the right of any Holder to registration pursuant to Section 9.2 this Agreement then shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities such Holder’s Shares in the underwriting to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by a majority in interest of the Holders and reasonably acceptable to the Company, in the case of a registration under Section 2(a), or selected by the Company is its sole discretion, in the case of a registration under Section 2(b). Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines advises the Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit then, the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and any other holders of securities having rights to include their securities in the registration, at the time of filing the Registration Statementregistration statement. To facilitate No Registrable Securities excluded from the allocation underwriting by reason of shares the managing underwriter’s marketing limitation shall be included in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharessuch registration. If any Holder or any other holder of securities eligible for inclusion in the registration disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom from the underwriting and registration by written notice to the Company and the managing underwriter. Any The Registrable Securities and/or other securities excluded or so withdrawn shall also be withdrawn from the registration; provided, however, that, if by the withdrawal of such Registrable Securities or other securities a greater number of Registrable Securities held by other Holders or other securities held by persons having rights to participate in such registration may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders and other persons who have included Registrable Securities or other securities in the registration the right to include additional Registrable Securities or other securities in the same proportion used in determining the underwriter limitation. Notwithstanding any other provision of this Agreement, if the registration is one under Section 2(b), and the managing underwriter determines that marketing factors require a limitation of the amount of securities to be underwritten, the Company may exclude Registrable Securities and other securities held by other holders of registration rights without any exclusion of securities offered by Company. In the event of any exclusion of securities held by holders of registration rights, the amount of securities that may be included in the registration and underwriting shall be withdrawn from allocated among all Holders of Registrable Securities and other holders of securities entitled to include securities in such registrationregistration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and shall not be transferred in a public distribution prior other securities that the Company has agreed to ninety (90) days after the effective date of the registration statement relating thereto, or register held by each such other shorter period of time as the underwriters may requireperson.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares securities to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No The Company shall so advise all holders of securities requesting registration, and the number of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account, and (ii) second, to the Holders requesting to include Registrable Securities in such registration statement based on their pro rata share of Registrable Securities to be included in the registration, assuming conversion. Notwithstanding the foregoing, no such reduction shall reduce the amount of securities value of the selling Registrable Securities of the Holders included in the such registration below thirty twenty-five percent (3025%) of the total amount value of securities included in such registration, unless such offering is the initial public offering a Qualified Public Offering and such registration does not include shares securities of any other selling shareholdersstockholders (excluding Registrable Securities registered for the account of the Company), in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesexcluded. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of . If Registrable Securities are so withdrawn from the registration statement relating theretoand if the number of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), or the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of Registrable Securities so withdrawn, with such other shorter period of time as Registrable Securities to be allocated among the underwriters may requirepersons requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company The Corporate Manager shall so advise the Holders as a part all Non-Managing Members of the written notice given lead managing underwriter(s) for the underwritten offering proposed under the IPO Registration Statement or a Shelf Registration Statement. The right of any such Non-Managing Member to include its Registrable Shares in the IPO Registration Statement pursuant to Section 9.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 8.5(b) or in an underwritten public offering under a Shelf Registration Statement shall be conditioned upon such HolderNon-Managing Member’s participation in such underwriting and the inclusion of such Non-Managing Member’s Registrable Securities Shares in the underwriting to the extent provided herein. All Holders Non-Managing Members proposing to distribute their securities Registrable Shares through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriter(s) selected for such underwriting and complete and execute any questionnaires, powers of attorney, indemnities, custody agreements, securities escrow agreements and other documents, including opinions of counsel, reasonably required under the terms of such underwriting, and furnish to the Corporate Manager such information regarding such Non- Managing Member, the Corporate Shares it proposes to sell and the manner of sale, as the Corporate Manager may reasonably request in writing for inclusion in the IPO Registration Statement relating to such initial public offering or in the Shelf Registration Statement and prospectus or prospectus supplement in any underwritten public offering under the Shelf Registration Statement; provided, however, that no Non-Managing Member shall be required to make any representations or warranties to or agreements with the Corporate Manager or the underwriters other than representations, warranties or agreements (1) regarding such Non- Managing Member, its ownership of Corporate Shares and Member Units, and such Non- Managing Member’s intended method of distribution, (2) required by law or (3) reasonably requested by the Companyunderwriters. In connection with any underwritten public offering under the IPO Registration Statement or Shelf Registration Statement, the Corporate Manager shall use its best efforts to comply with all applicable laws, rules and regulations and shall enter into and perform an underwriting agreement with the managing underwriter containing representations, warranties, indemnities, holdbacks and other terms and conditions, and shall deliver or arrange delivery of opinions of counsel, accountant’s consents and comfort letters, and other deliverables, all as are customary for underwritten public offerings. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines underwriter(s) determine(s) in good faith that marketing factors require a limitation of on the number of shares to be underwrittenincluded in the offering, then the managing underwriter underwriter(s) may limit exclude shares (including Registrable Shares) from the IPO Registration Statement and initial public offering or from any underwritten public offering under a Shelf Registration Statement. Any shares included in the IPO Registration Statement or Shelf Registration Statement shall be allocated first, to the Corporate Manager, and second, to each of the Non-Managing Members requesting inclusion of their Registrable Shares in such IPO Registration Statement or Shelf Registration Statement (on a pro rata basis based on the total number of Registrable Securities to Shares then held by each such Non-Managing Member who is requesting inclusion). Each holder of Registrable Shares shall be included subject to, and each will be released on an equal basis from, customary lock-ups in such registration and underwriting. No such reduction shall reduce connection with any underwritten offerings (180 days, in the amount of securities case of the selling Holders included IPO Registration Statement, and 90 days, in the registration below thirty case of any Shelf Registration Statement), except to the extent the underwriter(s) agree to a shorter lock-up period. In addition, the Corporate Manager shall use commercially reasonable efforts to obtain similar lock-up agreements from its directors, executive officers and Persons holding five percent (30%) or more of the total amount of securities included in such registrationoutstanding Corporate Shares, unless such offering is if so requested by the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesunderwriters(s). If any Holder Non-Managing Member disapproves of the terms of any such underwriting, he such Non-Managing Member may elect to withdraw therefrom by written notice to the Company Corporate Manager and the managing underwriterunderwriter(s), delivered by the later of (i) two Business Days after the Listing price range is communicated by the Corporate Manager to such Non-Managing Member and (ii) ten Business Days prior to the effective date of the IPO Registration Statement. Any securities Registrable Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 4(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such Holder holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i4.4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 4.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.24.4, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 4.4. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated first, to the Company and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders (provided that the Co-Investors may allocate the pro rata portion allocated to all Co-Investors among the Co-Investors as determined by the Co-Investors). No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall so advise all Holders and other holders distributing their securities through be included in such underwriting and registration. For the avoidance of doubt, nothing in this Section 4.4(b) is intended to diminish the number of shares of Registrable Securities that may securities to be included by the Company in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice a Piggyback Registration is for a registered public offering involving that is to be made by an underwriting, the Company shall so advise the Holders as a part of the written notice given Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 9.2(a)(iSections 3(b). In such event that event, the right of any Holder to registration pursuant to Section 9.2 Piggyback Registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute sell any of their securities Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the other holders distributing Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany or the selling stockholders, as applicable. Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter or the Company determines that marketing factors require a limitation of on the number of shares of Common Stock or the amount of other securities to be underwritten, the managing underwriter underwriter, at its sole discretion, may limit the number of exclude some or all Registrable Securities to be included in from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing (except those Holders who failed to timely elect to include their securities Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among all such Holders as follows: (i) If the Holders in proportionPiggyback Registration was initiated by the Company, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares that may be included in the registration and underwriting shall be allocated to any Holder or other person first to the nearest 100 sharesCompany and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; or (ii) If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration and no liquidated damages as set forth in Section 3(d) shall accrue with respect to such excluded securities. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, and however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6.1(i). In such event the right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting Underwriting by the Company. Notwithstanding any other provision of this Section 9.26, if the managing underwriter Underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit limit, on a pro rata basis, the number of Registrable Securities to be included in such registration; provided, however, that in no public offering shall other holders of "piggyback" registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included rights participate in such registrationoffering unless the Holders (including the Exchangeable Share Holders, unless such offering is Exchangeable Share Holders shall be entitled to use the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all closing date of the Registrable Securities of Amalgamation as the Holders may be excluded original purchase date for their Ordinary Shares for Rule 144(d) purposes in accordance with the immediately preceding sentencemanner contemplated by Section 5.3) have participated to the full extent requested. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities entitled to registration held by such Holder Holders and other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 one hundred (100) shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2.1(a). In such event the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the any other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder shareholder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. Company may include its equity securities held by shareholders other than Holders in a registration statement pursuant to this Section 2.2 to the extent that applicable registration rights have been granted with respect to such other equity securities. Shareholder understands that Company may grant additional registration rights in the future to other persons acquiring Company's securities. Notwithstanding any other provision of this Section 2.2, if the managing underwriter determines that marketing factors require a limitation of the number of securities to be underwritten, the number of securities to be underwritten shall be allocated first to Company, and second to the Holders and any other holders of applicable registration rights with respect to their securities of Company on a pro rata basis based on the total number of Registrable Securities requested to be included in such offering by each participating Holder pursuant to Section 2.2.1(b) above and the total number of securities requested to be included in such offering by each other holder of applicable registration rights. Company shall advise all participating Holders of any such limitation and allocation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all participating Holders in proportion to the total number of Registrable Securities requested to be included in such offering by each participating Holder pursuant to Section 2.2.1(b) above. To facilitate the allocation of shares in accordance with the above provisions, Company may round the number of shares allocated to any Holder or other shareholder to the nearest 100 shares.

Underwriting. If In the event that a registration of which the Company gives notice pursuant to Section 1.5 is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.5(a)(i). In such event the The right of any Holder to registration pursuant to Section 9.2 1.5 shall be conditioned upon such Holder’s 's participation in such the underwriting arrangements required by this Section 1.5 and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent requested, to the extent provided herein. All The Company shall (together with all Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (which managing underwriter shall be reasonably acceptable to the Holders of a majority of the Registrable Securities to be registered). Notwithstanding any other provision of this Section 9.21.5, if the managing underwriter determines advises the Initiating Holders that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of Registrable Securities and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders desiring to participate in such registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by all such Holder Holders at the time of filing the Registration Statementregistration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities to be registered by the Company for its own account or by any other holders of the Company's securities are first entirely excluded from the underwriting and registration. No Registrable Securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. The Company may include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, (i) authorized but unissued shares of Common Stock or shares of Common Stock held by the Company or (ii) shares of Common Stock held by holders other than the Holders of Registrable Securities but only to the extent that such inclusion of securities in Sections 1.5(b)(i) and (ii) will not diminish the number of securities included by the Holders of Registrable Securities who have requested their securities to be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, the managing underwriter and the managing underwriterInitiating Holders. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and such Registrable Securities shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(i)this Section. In such event event, the right of any Holder to registration pursuant to this Section 9.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing If Hold▇▇ ▇▇▇poses to distribute their securities through such underwriting underwriting, Holder shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities all shares held by the existing shareholders of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting Holder and the number of shares of Registrable Securities that may be included in the registration and underwriting shall shall, unless the Company has agreed otherwise with any shareholder, be allocated among all the Holders shareholders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement and among all other holders of registration rights with the Company in accordance with their agreements. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves Hold▇▇ ▇▇▇approves of the terms of any such underwriting, he Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company Company, directors and officers and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22, if the managing underwriter determines that marketing or other factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the number of Registrable Securities to be included in allocation priority set forth below) exclude from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any underwriting some or all of the Registrable Securities of the Holders may which would otherwise be excluded in accordance with the immediately preceding sentenceunderwritten pursuant hereto. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of such Holders, directors and officers and Other Shareholders (if any) shall be allocated among all the Holders such Holders, directors and officers and Other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder of Registrable Securities or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, it, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. 3.2.1 If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)3.1.1. In such event event, the right of any Holder to registration pursuant to Section 9.2 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. . 3.2.2 All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. . 3.2.3 Notwithstanding any other provision of this Section 9.23, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following priority: first, the Company’s securities; and second, pro rata among all Holders requesting to be included in the Holders registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statement. registration statement; provided, however, that the number of shares of Registrable Securities to be included in such underwriting and registration shall not be reduced unless all other securities held by Shareholders of the Company (other than the Holders) are first entirely excluded from the underwriting and registration, and further provided however, that the number of Registrable Securities included in the offering shall not be reduced below thirty percent (30%) of the total number of securities included in such offering, unless such offering is the IPO. 3.2.4 To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. . 3.2.5 If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriterCompany. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.1(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Other Holders, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.1, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce without requiring any limitation in the amount number of securities shares to be registered on behalf of the selling Company, provided that the number of shares of Registrable Securities held by Holders and the Other Holders to be included in the such registration below thirty shall not be limited to less than twenty-five percent (3025%) of the total amount number of securities shares to be included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting Other Holders and the number of shares of Registrable Securities that may be included in the registration and underwriting by all Holders and Other Holders shall be allocated among all the Holders in proportionthem, as nearly as practicable, first, to the Company (or, if applicable, to the holders for whose account the Company is registering the securities), second, among the Holders in proportion to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing of the Registration Statementregistration statement, and, third, among the Other Holders in proportion to the number of shares proposed to be included in such registration by such Other Holders; provided, however, that at all times, such allocation shall be subject to the twenty-five percent (25%) threshold set forth in the preceding sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person Other Holder to the nearest 100 one hundred (100) shares. If any Holder or Other Holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iSubsection II(B)(1)(a). In such event the right of any Holder to registration pursuant to Section 9.2 II(B) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2II(B), if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration offering be reduced below thirty percent (30%) of the total amount of the securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company's securities, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in accordance with the immediately preceding sentence. The registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the a registration of which the Company gives notice under this Section 2.2 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Holders. In such event event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 9.2Agreement, if the Company or the managing underwriter determines underwriters determine that marketing factors require a limitation of the number of shares securities to be underwritten, then the Company or the managing underwriter underwriters may limit exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities to then held by each such Holder. In no event will shares of any other selling stockholder be included in such registration which would reduce the number of shares that may be included by selling Holders without the written consent of not less than a majority in interest of the selling Holders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and underwritingthe managing underwriters. No Any Registrable Securities excluded or withdrawn from such reduction underwriting shall reduce be excluded and withdrawn from the registration. Notwithstanding the foregoing, in no event shall (i) the amount of securities of the selling Holders included in the registration offering be reduced below thirty percent (30%) of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company’s securities, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other selling stockholder’s securities are included in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their such offering or (ii) any securities through such underwriting and the number of shares of Registrable Securities that may held by a Founder be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of such offering if any Registrable Securities held by any Holder (and that such Holder at has requested to be registered) are excluded from such offering. For any Holder that is a partnership, limited liability company, corporation or venture capital fund, the time partners or members, retired partners or members or shareholders or an affiliated venture capital fund of filing such Holder, the Registration Statement. To facilitate estates and immediate family members of any of the allocation foregoing persons and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireHolder.

Underwriting. If the registration Registration of which the Company gives notice is for a registered Registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)2(a)(i)(1) above. In such event event, the right of any Holder each of the Holders to registration Registration pursuant to this Section 9.2 2(a) shall be conditioned upon such Holder’s Holders’ participation in such underwriting and the inclusion of such Holders’ Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose Registrable Securities are to distribute their securities through be included in such underwriting Registration shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form for secondary public offerings with the managing underwriter or underwriters selected for such underwriting by the Company; provided, however, that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of any Holder or Other Stockholder greater than the obligations of the Holders under Section 2(e)(ii) or Section 2(e)(iv). Notwithstanding any other provision of this Section 9.22(a), if any Registration in respect of which any Holder is exercising its rights under this Section 2(a) involves an underwritten public offering (other than a demand Registration pursuant to Section 2(a) of the Investor Registration Rights Agreements, in which case the provisions with respect to priority of inclusion in such Registration set forth in Section 2(a) of the Investor Registration Rights Agreements shall apply) and the managing underwriter determines or underwriters advises the Company that in its view marketing factors require a limitation on the number of securities to be underwritten, then there shall be included in such underwritten offering the number or dollar amount of securities of the Company that in the opinion of the managing underwriter or underwriters can be sold without adversely affecting such offering, and such number of securities of the Company shall be allocated for inclusion as follows: (1) first all securities of the Company being sold by the Company for its own account or by any Person exercising a contractual right to demand registration (including, without limitation, pursuant to the Investor Registration Rights Agreements); (2) second, all Registrable Securities requested to be included by the Holders, all Registrable Securities (as defined in the Investor Registration Rights Agreements) to be included by the Brookfied/Fairholme/Pershing Holders and securities of the Company being sold by any Person (other than the Brookfied/Fairholme/Pershing Holders) with piggyback registration rights, pro rata, based on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities requested to be included in such registration by such Holders, Brookfield/Fairholme/Pershing Holders and underwriting. No such reduction shall reduce the amount Persons; and (3) third, among any other holders of securities of the selling Holders included in Company requesting such registration, pro rata, based on the registration below thirty percent (30%) of the total amount number of securities requested to be included in such registration, unless registration by each such offering is the initial public offering and such registration does not include shares of holder. If any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportionor any officer, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder director or other person to the nearest 100 shares. If any Holder Other Stockholder disapproves of the terms of any such underwriting, he he, she or it may elect to withdraw therefrom by providing written notice to the Company and the managing underwriter, if any. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireRegistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder each Purchaser to registration pursuant to Section 9.2 2.1 shall be conditioned upon such Holder’s Purchaser's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders Each Purchaser and all other stockholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision Subject only to the provisions of this Section 9.22.1(c) below, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any some or all of the Registrable Securities of the Holders that may be excluded included in accordance with the immediately preceding sentence. The Company shall so advise all Holders registration and other holders distributing their securities through such underwriting and as follows: the number of shares of Registrable Securities that may be included in the registration and underwriting by each Purchaser shall be allocated among all determined by multiplying the Holders in proportion, as nearly as practicable, to the respective amounts number of shares of Registrable Securities held of all selling shareholders of the Company which the managing underwriter is willing to include in such registration and underwriting, times a fraction, the numerator of which is the number of Registrable Securities requested to be included in such registration and underwriting by each Purchaser, and the denominator of which is the total number of Registrable Securities which all selling shareholders of the Company have requested to have included in such Holder at the time of filing the Registration Statementregistration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated allocable to any Holder or other such person to the nearest 100 shares. If any Holder Purchaser disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall delivered not be transferred in a public distribution prior to ninety (90) less than seven days after before the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requiredate.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount to a minimum of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities shares to be included in such registration, unless such offering is underwriting or exclude them entirely in the case of the Company's initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceoffering. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 1.6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and other securities held by other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety one hundred eighty (90180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 5.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company and the other holders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.4, if the managing underwriter determines underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter Company may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 5.4. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner: first, to the Company and second, to the Holders and other holders of Registrable Securities exercising a contractual or other right to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the Securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities Securities included in such registration, unless such offering is the initial public offering and such registration does not include shares Securities of any other selling shareholderssecurity holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall so advise all Holders and other holders distributing their securities through be included in such underwriting and registration. For the avoidance of doubt, nothing in this Section 5.4(b) is intended to diminish the number of shares of Registrable Securities that may securities to be included by the Company in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders and the Key Employee as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder or the Key Employee to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s or the Key Employee’s participation in such underwriting and the inclusion of Registrable such Holder’s or the Key Employee’s Subject Securities in the underwriting to the extent provided herein. All Holders and the Key Employee proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Subject Securities to be included in the registration and underwriting. In no event shall any Registrable Securities be excluded from such registration and underwriting unless all other stockholders’ securities have been first excluded. In the event that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such registration and underwriting, then the Registrable Securities that are included in such registration and underwriting shall be apportioned pro rata among the selling Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually be agreed to by all such selling Holders. No such reduction Notwithstanding the foregoing, in no event shall reduce the amount of securities of the selling Holders included in the registration and underwriting be reduced below thirty percent (30%) of the total amount of securities included in such registrationregistration and underwriting, unless such offering registration is the initial public offering and such registration does not include shares of any other selling shareholdersCompany’s Initial Public Offering, in which event any or all of case the Registrable Securities of the selling Holders may be excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and underwriters make the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesdetermination described above. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The securities so excluded shall also be withdrawn from such registration. Any Subject Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder the Investor to registration pursuant to this Section 9.2 1.3 shall be conditioned upon such Holderthe Investor’s participation in such underwriting the underwritten offering and the inclusion of Registrable Securities in the underwriting underwritten offering to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Investor shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting the Investor in writing and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, first to the respective amounts shares desired to be sold by the Company (if the registration has been initiated by the Company) and thereafter any additional shares that may be included in the offering shall be allocated to the Investor pro rata in accordance with the number of shares requested to be included; provided, that if the Note or any PIK Note is then outstanding, at least 35% of the Common Stock in such offering shall be Registrable Securities held by such Holder at the time Investor to the extent Investor holds an adequate number of filing the Registration Statementshares. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person the Investor to the nearest 100 one hundred (100) shares. If any Holder the Investor disapproves of the terms of any such the underwriting, he the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded , in which case such withdrawal or withdrawn from such underwriting shall be withdrawn from such registration, and request for registration shall not be transferred in count as a public distribution prior to ninety (90) days after the effective date registration of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireRegistrable Securities hereunder.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.1 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Holders. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein; provided that each such Holder shall agree to reasonable limitations on the ability to withdraw from such underwriting. All Holders Each Holder proposing to distribute their securities its Registrable Securities through such underwriting shall (together with enter into a custody agreement and power of attorney, authorizing the Company to (i) sell the Registrable Securities to be offered by such Holders and (ii) execute on the other holders distributing their securities through such underwriting) enter into Holder's behalf an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. If any Holder is or will be unable to deliver any document reasonably required by the underwriters in connection with the sale of such Registrable Securities, including, but not limited to legal opinions and other closing certificates, then the Company shall have no obligation to include such Registrable Securities in such registration. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated as follows: first, to the Company for its own account; second, to the holders under the Investor Rights Agreement and the Holders on a pro rata basis based on the total number of Registrable Securities held by such persons; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder or a holder under the Investor Rights Agreement) on a pro rata basis. No such reduction shall reduce the amount of securities of being offered by the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may for its own account to be included in the registration and underwriting shall underwriting. In no event will shares of any other selling stockholder be allocated among all the Holders included in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round registration which would reduce the number of shares allocated to any Holder or other person to which may be included by Holders, and holders under the nearest 100 shares. If any Holder disapproves Investor Rights Agreement, without the written consent of Holders, and holders under the Investor Rights Agreement of not less than two-thirds (66 2/3%) of the terms of any such underwriting, he may elect Registrable Securities proposed to withdraw therefrom by written notice to be sold in the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.5(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.21.5, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Holder) entitled to be included in such reduction registration; but in no event shall reduce the amount of securities of the selling participating Holders included in the registration offering be reduced below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3(a)(i). In such event event, the right of any Holder each of the Holders to registration pursuant to this Section 9.2 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing ; provided, however, that GP Holding shall not be required to participate in such underwriting if GP Holding, or an affiliate of GP Holding who is a Holder, notifies the Company that it is seeking registration of its shares to enable it to distribute their securities through such underwriting shares to its members or to affiliates of Warburg or limited or general partners of investment funds affiliated with Warburg. The Holders whose shares are to be included in such registration (other than GP Holding if GP Holding, or an affiliate of GP Holding who is a Holder, elects not to participate in such underwriting) shall (together with the Company and the other holders Other Stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23, if the managing underwriter representative determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter representative may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting as the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering representative deems necessary and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceappropriate. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all in the Holders in proportionfollowing manner: The securities of the Company held by officers, directors and Other Stockholders of the Company (other than Registrable Securities, securities held by holders who by contractual right demanded such registration ("Demanding Holders") and securities held by "Holders" under the Registration Rights Agreement, dated as nearly as practicableof January __, 1996, between the Company, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, and certain of his affiliates (the "▇▇▇▇▇▇▇▇▇ Holders")) shall be excluded from such registration and underwriting to the respective amounts of Registrable Securities held extent required by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionslimitation, the Company may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders and the ▇▇▇▇▇▇▇▇▇ Holders (if the ▇▇▇▇▇▇▇▇▇ Holders are not Demanding Holders) shall be reduced, on a pro rata basis (based on the number of shares originally proposed to any Holder or other person be registered by each such person), by such minimum number of shares as is necessary to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Stockholder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. (i) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in in, such registration and underwriting, and the Company shall include in such registration (1) first, the securities the Company proposes to sell, (2) second, the Registrable Securities (other than Founders Shares) requested to be included in such registration, pro rata among the respective Holders thereof on the basis of the amount such Registrable Securities (other than Founders Shares) owned by each such Holder, and (3) third, other securities (including Founders Shares) requested to be included in such registration. No such reduction shall reduce the amount of securities of the selling Holders (excluding the Founders) included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration. Notwithstanding the foregoing, unless if such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company in the relevant jurisdiction, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentencethis Section 2.6(b)(ii). The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. . (ii) If any Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration statement of which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter Company determines in good faith, based on consultation with the underwriter, that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no exclusion provided for herein shall reduce the amount of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the to an amount of securities of the selling Holders included in the registration below that is less than thirty percent (30%) of the total amount of securities shares to be included in such registrationregistration based on aggregate market value, unless such offering is the initial public offering Initial Offering and no other stockholders of the Company have shares included in such registration does not include shares of any other selling shareholdersregistration, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceclause. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration that would reduce the number of shares of Registrable Securities that which may be included in by Holders without the registration and underwriting shall be allocated among all written consent of Holders of not less than a majority of the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesSecurities. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership, limited liability company, corporation or venture capital fund, the affiliates, partners, retired partners, members, retired members, stockholders and affiliated venture capital funds of such registrationHolder, or the estates and shall not be transferred in a public distribution prior to ninety (90) days after family members of any such partners, retired partners, members and retired members and any trusts for the effective date benefit of any of the foregoing person shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration statement relating thereto, or rights owned by all entities and individuals included in such other shorter period of time “Holder,” as the underwriters may requiredefined in this sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in distributed through such registration and underwriting. No ; provided, however, that no such reduction shall reduce the amount number of securities shares of the selling Holders Registrable Securities included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial first registered public offering of the Company’s stock and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with if the immediately preceding sentenceunderwriters make the determination described above. The Company shall so advise all Holders and other holders distributing their securities through such underwriting of such limitation and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder to registration ------------ pursuant to Section 9.2 8.6 shall be conditioned upon the participation by such Holder’s participation Holder in such underwriting and the inclusion of the Registrable Securities of such Holder in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.28.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities held by Holders to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion (determined without regard to any requirement of a request to be included in such registration) in such registration held by all such Holder Holders and other holders at the time of filing the Registration Statementregistration statement, provided that no such inclusion of Registrable Securities and other securities by the underwriter may reduce the securities being offered by the Company for its own account. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. (a) If the registration of which the Company gives notice is for a registered public an offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to Section 9.2(a)(i3.1(a). In such event event, the right of any Holder the Investor to registration pursuant to Section 9.2 this Article 3 shall be conditioned upon such Holderthe Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting The Investor shall (together with the Company and the other holders distributing their securities through such underwritingCompany) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. ; provided, however, that the liability of the Investor thereunder shall in no event exceed an amount equal to the net proceeds from the offering received by the Investor. (b) Notwithstanding any other provision of this Section 9.2Article 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit Company shall so advise the Investor, and the number of Registrable Securities shares of Common Stock to be included in such registration and underwriting. No such reduction shall reduce be allocated as follows: (i) first, for the amount of securities account of the selling Holders included in Company, all shares of Common Stock proposed to be sold by the registration below thirty percent Company; and (30%ii) second, for the account of the total amount Investor and any other shareholders of securities included the Company participating in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may Common Stock requested to be included in the registration by the Investor and underwriting shall be allocated among all the Holders such other shareholders in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held shares that are proposed to be offered and sold by the Investor and such Holder other shareholders at the time of filing the Registration Statementregistration statement. To facilitate No Registrable Securities or other shares of Common Stock excluded from the allocation underwriting in this Article 3 by reason of shares the underwriters’ marketing limitation shall be included in accordance with such registration. (c) The Company shall so advise the above provisions, Investor and the Company may round other shareholders distributing their securities through such underwriting of any such limitation and the number of shares allocated to any Holder or other person to that may be included in the nearest 100 sharesregistration. If any Holder the Investor disapproves of the terms of any such underwriting, he the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and . (d) The Company shall not be transferred in a public distribution have the right to terminate or withdraw any registration initiated by it under this Article 3 prior to ninety (90) days after the effective date effectiveness of such registration, whether or not the Investor has elected to include Registrable Securities in such registration; provided that the Investor shall have the right to convert such registration statement relating thereto, or such other shorter period of time as the underwriters may requireinto a demand registration covered by Section 2.1 hereof.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 subsection 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2subsection 1.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, and (i) if such registration is the managing IPO, the underwriter may limit the number of Registrable Securities to be included in the registration and underwriting, or may exclude Registrable Securities entirely from such registration and underwriting. No , or (ii) if such reduction shall reduce registration is other than the IPO, the underwriter may limit the amount of securities of the selling Holders to be included in the registration below and underwriting by the Company's shareholders; provided, however, the number of Registrable Securities to be included in such registration and underwriting under this subsection 1.3(b)(ii) shall not be reduced to less than thirty percent (30%) of the total amount of aggregate securities included in such registration, unless such offering is registration without the initial public offering and such registration does prior consent of the Holders of not include shares of any other selling shareholders, in which event any or all less than a majority of the Registrable Securities proposed to be included in such registration and underwriting. In the event of a cutback by the underwriters of the Holders may number of Registrable Securities to be excluded included in accordance with the immediately preceding sentence. The registration and underwriting, the Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each of such Holder at Holders as of the time date of filing the Registration Statement. To facilitate the allocation notice pursuant to subsection 1.3(a)(i) above; provided, however, that in no instance shall shares of shares any other selling shareholder be included in accordance with the above provisions, the Company may round such registration and underwriting if such inclusion would reduce the number of shares allocated of Registrable Securities held by the Holders able to any Holder or other person to the nearest 100 sharesbe included in such registration and underwriting. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in in, such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is . The Founders’ Shares shall be excluded from registration prior to the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all exclusion of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceInvestors’ Shares. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration (a) The underwriter or underwriters of which the Company gives notice is for a registered public offering involving an underwriting, the Company any Demand Registration shall so advise be selected by the Holders as a part of delivering the written notice given pursuant Request, which underwriter or underwriters shall be reasonably acceptable to Section 9.2(a)(i). In such event Parent, and the right underwriter or underwriters of any Holder to registration pursuant to Section 9.2 Piggy-Back Registration shall be selected by Parent. Each Holder's rights under this Article 2 --------- shall be conditioned upon such Holder’s 's participation as a Participating Holder in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Parent, each Participating Holder and all other Selling Stockholders shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such Underwritten Public Offering as provided above. If a Holder refuses to enter into, and perform such Holder's obligations as a Participating Holder under, such underwriting agreement, then the Registrable Securities held by the Company. Notwithstanding such Holder will not be included in any other provision of this Section 9.2, if registration effected pursuant thereto. (b) If the managing underwriter for a Piggy-Back Registration determines in its reasonable judgment that marketing factors require a limitation the inclusion of the number of shares to be underwrittensuch Registrable Securities would materially adversely affect such offering, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any some or all of the Registrable Securities of the Holders that may be excluded included in accordance with the immediately preceding sentence. The Company shall so advise all Holders registration and other holders distributing their securities through such underwriting and as follows: the number of shares of Registrable Securities that may be included in the registration and underwriting by a Participating Holder shall be allocated among determined by multiplying the number of shares of securities of all Selling Stockholders that the Holders managing underwriter is willing to include in proportionsuch registration and underwriting, as nearly as practicabletimes a fraction, to the respective amounts numerator of which is the number of Registrable Securities held requested to be included in such registration and underwriting by such Holder Participating Holder, and the denominator of which is either (i) at any time that the Holders hold in the aggregate less than 15% of the then-outstanding shares of Common Stock, the total number of securities that all Selling Stockholders have requested to have included in such registration and underwriting, or (ii) at any time that the Holders hold in the aggregate at least 15% of filing the Registration Statementthen-outstanding shares of Common Stock, the total number of securities that all Qualified Selling Stockholders have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company Parent may round the number of shares allocated allocable to any such Participating Holder or other person to the nearest 100 one hundred (100) shares. If any Participating Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company Parent and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall delivered not be transferred in a public distribution prior to ninety (90) less than seven days after before the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less that sixty-six and two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration. For any Holder which is a partnership, limited liability corporation or corporation, the partners, members, retired partners, retired members, and shall not be transferred in a public distribution prior to ninety (90) days after stockholders of such Holder, or the effective date estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall, unless such persons also directly own Registrable Securities for their own account, be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "Holder" shall be based upon the aggregate amount of shares carrying registration statement relating thereto, or rights owned by all entities and individuals included in such other shorter period of time "Holder," as the underwriters may requiredefined in this sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6.2(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 6.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit exclude some or all of the number Registrable Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, from such registration; provided, however, that the aggregate amount of Registrable Securities of the holders to be included in such registration and underwriting. No such reduction the offering shall reduce the amount of securities of the selling Holders included in the registration not be reduced below thirty twenty percent (3020%) of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, the Company's securities in which event any or all of the Registrable Securities of case the Holders may be excluded in accordance with if the immediately preceding sentenceunderwriters make the determination described above and no other Holder's securities are included. The Company shall so advise all Holders and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities Securities, or securities of other holders of registration rights other than persons exercising demand registration rights, that may be included in the registration and underwriting shall be allocated among all the Holders and such other holders of securities not exercising demand registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or securities held by such Holder or holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not continue to be transferred in a public distribution prior subject to ninety (90) days after the effective date terms of the registration statement relating thereto, or such other shorter period of time as the underwriters may requirethis Agreement including Section 7 hereof.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5(a). In such event event, the right of any Holder to registration pursuant to this Section 9.2 5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25, if the managing underwriter determines that marketing factors require a limitation of the number of shares or other securities to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities of (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the selling participating Holders included in by the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicablefollows: (i) first, to the respective amounts Company and (ii) second, to the shareholders of Registrable Securities held by the Company electing to participate in such Holder at the time of filing the Registration Statement. To facilitate the allocation registration such that each shareholder may include in such registration that number of shares in accordance with the above provisions, the Company may round equal to: (A) the number of shares allocated such shareholder wants to any Holder or other person to register multiplied by (B) the nearest 100 shares. If any Holder disapproves quotient obtained by dividing the number of shares owned by such shareholder by the terms number of any such underwriting, he may elect to withdraw therefrom shares owned by written notice to all shareholders participating in the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 7.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 7.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision provisions of this Section 9.2Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by such Holders; and third, to be included in such registration and underwritingany shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, except that in no event shall the amount of securities of the selling Holders included in the he registration be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling shareholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of such Holders of not less than seventy percent (70%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting (i) completely, in the amount of securities case of the selling Holders Company’s initial public offering, or (ii) to not less than 25% of the shares to be included in any other registration. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration below thirty percent (30%) of and underwriting, the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration (a) The underwriter or underwriters of which the Company gives notice is for a registered public offering involving an underwriting, the Company any Demand Registration shall so advise be selected by the Holders as a part of delivering the written notice given pursuant Request, which underwriter or underwriters shall be reasonably acceptable to Section 9.2(a)(i). In such event Parent, and the right underwriter or underwriters of any Holder to registration pursuant to Section 9.2 Piggy-Back Registration shall be selected by Parent. Each Holder's rights under this Article 2 shall be conditioned upon such Holder’s 's participation as a Participating Holder in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting Parent, each Participating Holder and all other Selling Stockholders shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such Underwritten Public Offering as provided above. If a Holder refuses to enter into, and perform such Holder's obligations as a Participating Holder under, such underwriting agreement, then the Registrable Securities held by the Company. Notwithstanding such Holder will not be included in any other provision of this Section 9.2, if registration effected pursuant thereto. (b) If the managing underwriter for a Piggy-Back Registration determines in its reasonable judgment that marketing factors require a limitation the inclusion of the number of shares to be underwrittensuch Registrable Securities would materially adversely affect such offering, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any some or all of the Registrable Securities of the Holders that may be excluded included in accordance with the immediately preceding sentence. The Company shall so advise all Holders registration and other holders distributing their securities through such underwriting and as follows: the number of shares of Registrable Securities that may be included in the registration and underwriting by a Participating Holder shall be allocated among determined by multiplying the number of shares of securities of all Selling Stockholders that the Holders managing underwriter is willing to include in proportionsuch registration and underwriting, as nearly as practicabletimes a fraction, to the respective amounts numerator of which is the number of Registrable Securities held requested to be included in such registration and underwriting by such Holder Participating Holder, and the denominator of which is either (i) at any time that the Holders hold in the aggregate less than 15% of the then-outstanding shares of Common Stock, the total number of securities that all Selling Stockholders have requested to have included in such registration and underwriting, or (ii) at any time that the Holders hold in the aggregate at least 15% of filing the Registration Statementthen-outstanding shares of Common Stock, the total number of securities that all Qualified Selling Stockholders have requested to have included in such registration and underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company Parent may round the number of shares allocated allocable to any such Participating Holder or other person to the nearest 100 one hundred (100) shares. If any Participating Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company Parent and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall delivered not be transferred in a public distribution prior to ninety (90) less than seven days after before the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireregistration.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i). In such event the The right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder’s obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26, if the managing underwriter determines provides written notice to the Holders that marketing it has determined that market factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such the managing underwriter shall include in the offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the maximum number of shares of Registrable Securities that may be included in the offering consistently with such market factors and shall allocate such included shares as follows: (i) first, the shares requested to be sold by the Company for its own account or the holder of securities initiating the registration and underwriting shall be allocated under demand registration rights granted by the Company; (ii) second, among all the Holders in proportion, as nearly as practicable, to and other holders pro rata based upon the respective amounts number of Registrable Securities held owned by such Holder at Holders, the time of filing shares requested to be included in the Registration Statementoffering by the Holders and the shares requested to be included in the offering pursuant to piggyback registration rights by other holders granted by the Company; and (iii) third, any other shares requested or proposed by the Company to be included for resale. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number Registrable Securities to be included in such registration to an amount no less than the lesser of (i) 20% of all shares to be included in such offering or (ii) 75% of the Registrable Securities that had been proposed by the Holders to be included in such offering, provided that if other selling shareholders who are not Qualified Holders (as defined above) have requested registration of securities in the proposed offering, the Company will reduce or eliminate such other selling shareholders' securities before any reduction or elimination of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Holder) entitled to be included in such reduction registration; but in no event shall reduce (i) the amount of securities of the selling participating Holders included in the registration offering be reduced below thirty percent (30%) % of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholdersthe Company's securities, in which event any or all of case the Registrable Securities of the participating Holders may be excluded if the managing underwriter makes the determination described above and no other shareholder's securities are included or (ii) notwithstanding (i) above, any shares being sold by a Holder exercising a registration right pursuant to Section 1.5 hereof be excluded from such offering except in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number terms of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementSection 1.5(b) hereof. To facilitate the allocation of shares in accordance with the above provisions, the Company or the under writers may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company's Initial Public Offering) after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce (i) in the amount of securities case of the selling Holders included Company's initial public offering, to zero, and (ii) in the registration below thirty percent (case of any other offering, to an amount no less than 30%) % of the total amount of securities all shares to be included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceoffering. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.4(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.4 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration. In such event, the managing underwriter shall first limit or exclude up to all of the securities of holders (other than Holders) proposing to distribute their securities through such underwriting to be included in such registration and underwriting. No such reduction shall reduce the amount of securities may thereafter limit or exclude up to all of the selling Holders Registrable Securities to be included in such registration. The foregoing sentence notwithstanding, following the registration below first such registration, the managing underwriter may limit the number of shares to be underwritten to not less than thirty percent (30%) of the total amount shares included in the registration even if as a result the numbers of shares of securities included in such registration, unless such offering offered by the Company is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentencereduced. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated first among all the Holders and thereafter to other holders, all such allocations being made in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and Common Stock held by such Holder Holders and other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90i) 180 days after the effective date of the initial registration statement relating theretoof the Company's securities, (ii) 90 days after the effective date of any subsequent registration, or (iii) such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 1.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this subsection 1.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2hereof, if the managing underwriter for such underwriting determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter and the Company may limit reduce the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce to the amount of securities of extent the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceunderwriters deem necessary. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders holders proposed to be participating in such registration in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by each such Holder holder at the time of filing the Registration Statementregistration statement relating thereto. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety one hundred eighty (90180) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce (i) in the amount of securities case of the selling Holders included Company's initial public offering, to zero, and (ii) in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares case of any other selling shareholdersoffering, in which event any or all to an amount no less than 25% of the Registrable Securities of then held by each such Holder provided that in each such case, no shares held by any Holder other than the Holders may Founder shall be so excluded in accordance with from such registration until all shares held by the immediately preceding sentenceFounders are excluded from such registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder of the Holders disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than two-thirds (66 2/3%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a). In such event event, the right of any Holder to registration pursuant to this Section 9.2 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their of registration rights proposing to distribute securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the Company and the managing underwriter determines determine that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit or exclude entirely the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their Registrable Securities and other securities through such underwriting underwriting, and the number of shares of Registrable Securities and other securities that may be included in the registration underwriting on behalf of each selling Holder and each other holder distributing securities in such underwriting shall be allocated pro-rata among all the selling Holders in proportion, as nearly as practicable, and all such other holders according to the -------- respective amounts of Registrable Securities and other securities entitled to registration rights under an agreement with the Company held by such Holder selling Holders or holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i7(a). In such event event, the right of any Holder to registration pursuant to this Section 9.2 7 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in reasonable and customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.27, if the managing underwriter determines that marketing factors require a limitation of the number of shares or other securities to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce , on a pro rata basis based on the amount total number of securities of (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the selling participating Holders included in by the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be allocated among all as follows: (i) first, to the Company and (ii) second, to the Holders proposing to distribute their securities through such underwriting and to other shareholders of the Company on a pro rata basis in proportion to the number of shares which each such person or entity would otherwise have the right to have their shares registered, in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementHolders. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.Holder

Underwriting. If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1 .3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to the reasonable approval of Holders holding a majority in interest of the Registrable Securities to be included in such registration. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may be included in the registration and underwriting (other than on behalf of the Company) shall be allocated among all Holders and such other holders (provided that such other holders have contractual rights to participate in such registration which are not subordinate to the Holders Holders) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held or other securities requested to be included in such registration by such Holder at Holders and such other holders; provided, however, in no event shall the time --------- ------- amount of filing Registrable Securities of the Registration StatementHolders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the Holders may be excluded entirely if the managing underwriter makes the determination described above or the Holders holding a majority of the Registrable Securities consent in writing to such a reduction. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the a registration of which the Company gives notice under this Section 2.2 is for a registered public offering involving an underwritingunderwritten offering, then the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Holders. In such event event, the right of any Holder to include such Holder’s Registrable Securities in such registration pursuant to Section 9.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of the number of shares securities to be underwritten, then the managing underwriter underwriters may limit exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company, and second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based on the total number of Registrable Securities to be included in then held by each such registration and underwriting. No Holder; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 20% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include offering, in which event all Registrable Securities may be excluded. In no event will shares of any other selling shareholders, stockholder be included in such registration which event any or all would reduce the number of shares that may be included by selling Holders without the written consent of not less than a majority in interest of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesselling Holders. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriterunderwriters. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a partnership, limited liability company or corporation, the partners or members, retired partners or members or shareholders of such registrationHolder, the estates and immediate family members of any of the foregoing persons and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder, and any pro rata reduction with respect to such Holder shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireHolder.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.5(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.5 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.21.5, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a PRO RATA basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Holder) entitled to be included in such reduction registration; but in no event shall reduce the amount of securities of the selling participating Holders included in the registration offering be reduced below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders ALU Part as a part of the written notice given pursuant to Section 9.2(a)(i6.3(a)(i). In such event the right of any Holder ALU Part to registration pursuant to this Section 9.2 6.3 shall be conditioned upon such HolderALU Part’s participation in such underwriting and the inclusion of ALU Part’s Registrable Securities in the underwriting to the extent provided hereinherein in subject to the limitations expressed in Section 6.2. All Holders proposing to distribute their securities through such underwriting shall (ALU Part shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 6.3. The Company shall so advise all holders of the Company’s securities that would otherwise be registered and underwritten pursuant hereto, and the number of shares of such securities, including Registrable Securities, that may be included in the registration and underwriting shall be allocated first to the Company and second to ALU Part and any other holders with registration rights on a pro rata basis based on the total number of securities subject to registration rights held by such Persons. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) subject to the limitations expressed in Section 6.2, reduce the amount of securities of ALU Part and the selling Holders TWVC Funds included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is . No securities excluded from the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all underwriting by reason of the Registrable Securities underwriter’s marketing limitation shall be included in such registration. For the avoidance of the Holders may be excluded doubt, nothing in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and this Section 6.3(b) is intended to diminish the number of shares of Registrable Securities that may securities to be included by the Company in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this subsection 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the any other holders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany and execute and deliver such custody agreements and powers of attorney relating to the Registrable Securities to be included in the underwriting as the Company may reasonably request. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwrittensold in the offering, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement; provided, however, that any securities sought to be included in the registration by other stockholders must be excluded before any Registrable Securities sought to be included by the Holders may be excluded. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number Registrable Securities to be included in such registration (i) in the case of the Company's initial public offering, to zero, and (ii) in the case of any other offering, to an amount no less than 30% of all shares to be included in such offering, provided that if other selling shareholders who are employees, officers, directors or other affiliates of the Company have requested registration of securities in the proposed offering, the Company will reduce or eliminate such other selling shareholders' securities before any reduction or elimination of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders requesting to be included in the registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder them at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 2.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce underwriting (i) completely, in the amount of securities case of the selling Holders Company's initial public offering, or (ii) to not less than 15% of the shares to be included in any other registration. In the event of a cutback by the underwriters of the number of Registrable Securities to be included in the registration below thirty percent (30%) of and underwriting, the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders of Registrable Securities which would otherwise be registered and other holders distributing their securities through such underwriting underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the of such Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesHolders. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. The Company may not include, pursuant to contractual incidental registration rights or otherwise, shares of Common Stock held by employees or consultants of the Company or others in a registration statement pursuant to Section 2.3 if, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date extent that, the amount of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.Registrable

Underwriting. If the registration applicable sale of which the Company gives notice securities is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given to be ------------ effected pursuant to Section 9.2(a)(i). In such event an underwritten public offering, the right of any Holder Registration Rightsholder `to registration pursuant to Section 9.2 7.2 shall be conditioned upon such Holder’s Registration Rightsholder's participation in such the underwriting and the inclusion of such Registration Rightsholder's Registrable Securities in the underwriting to the extent provided herein. All Holders Registration Rightsholders proposing to distribute their securities through such underwriting shall (together with the Company Corporation and the other holders beneficial owners distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Companyunderwriting. Notwithstanding any other provision provisions of this Section 9.27.2, if the managing underwriter determines advises the Corporation in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and the other securities to be included in such any registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders underwriting may be excluded in accordance with limited. In such event, the immediately preceding sentence. The Company Corporation shall so advise all Holders Registration Rightsholders and all beneficial owners of such other holders distributing their securities through such underwriting which would otherwise be registered and underwritten pursuant hereto, and the number of shares of Registrable Securities and such other outstanding securities (if any) that may be included in the registration and underwriting shall be allocated among all the Holders Registration Rightsholders and other beneficial owners thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held and such other securities that were proposed to be sold by such Holder at Registration Rightsholders and other beneficial owners. In the time event of filing any conflict between the Registration Statement. To facilitate terms of Section 7.1.2 and the allocation terms of shares in accordance with the above provisionsthis Section 7.2.2, the Company may round terms of Section 7.1.2 shall prevail. No Registrable Securities excluded from the number underwriting by reason of shares allocated to any Holder or other person to the nearest 100 sharesmanaging underwriter's marketing limitation shall be included in such registration. If any Holder Registration Rightsholder disapproves of the terms of any such the underwriting, he may elect to withdraw therefrom by written notice to the Company Corporation and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from registration; provided, however, that, if -------- ------- by the withdrawal of such registrationRegistrable Securities a greater number of Registrable Securities beneficially owned by other Registration Rightsholders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), and then the Corporation shall not be transferred offer to all Registration Rightsholders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional shares in the same proportion used in effecting the limitation referred to above in this Section 7.2. The Corporation shall undertake any reasonable measures within its control to cause the Registrable Securities sold in any underwritten public offering to be widely disseminated.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall will so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(i1.3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 shall 1.3 will be conditioned upon such Holder’s participation in such underwriting and the inclusion of Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall The Holder (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter Underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.3, if the managing underwriter Underwriter in its sole discretion determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter Underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in such the registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such The Company will so advise Holder and Other Shareholders requesting registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall will be allocated among all in the Holders in proportion, as nearly as practicablefollowing order or priority: first, to the respective amounts Company with respect to securities to be sold for its own account; second, to the Holder; and third to Other Shareholders proposing to distribute their securities through such underwriting (pro rata among them on the basis of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of securities requested to be included in such registration by such Other Shareholders); provided, however, that in no event will the Registrable Securities requested to be included by the Holder be reduced to a number that is less than 10% of the total number of securities to be included in such registration and underwriting by persons (including the Company) distributing shares allocated to any through such underwriting. If Holder or other person to the nearest 100 shares. If any Holder disapproves Other Shareholders disapprove of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriterUnderwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall will be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Major Holders as a part apart of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Major Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Major Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Major Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders Holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the Holders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines in its sole discretion that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities owned by each participating Major Holder) entitled to be included in such reduction registration; but in no event shall reduce the amount of securities of the selling participating Major Holders included in the registration offering be reduced below thirty percent (30%) % of the total amount of securities included in such registrationoffering, unless such offering is the initial public offering and such registration does not include shares Initial Public Offering of any other selling shareholdersthe Company’s securities, in which event any or all of case the Registrable Securities of the participating Major Holders may be entirely excluded in accordance with if the immediately preceding sentence. The Company shall so advise all Holders managing underwriter makes the determination described above and no other holders distributing their stockholder’s securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementare included. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Major Holder or other person holder to the nearest 100 shares. If any Major Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days (one hundred eighty (180) days in the case of the Company’s Initial Public Offering) after the effective date of the final prospectus included in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company ADE gives notice is for a ------------ registered public offering involving an underwriting, the Company ADE shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.1(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 2.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All ADE shall, together with all Holders and any other holders of Common Stock proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyADE. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines advises the Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company then ADE shall so advise all Holders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all Holders and all other holders of Common Stock requesting to be included in the Holders registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated of Common Stock so to any Holder be included by them in the registration statement. No Registrable Securities or other person to shares of Common Stock excluded from the nearest 100 sharesunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireADE.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter underwriters may limit exclude some or all Registrable Securities from such registration and underwriting (provided that securities of other securityholders are similarly excluded) (although securities to be sold by the Company need not be excluded under any provision of this Section 5.2). In the event of a limitation (or elimination) on the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such a registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and any other holders distributing requesting to distribute their securities through such underwriting pursuant to piggy-back registration rights and the number of shares of Registrable Securities and other such securities that may be included in the registration and underwriting shall (except as set forth below) be allocated among all the Holders thereof and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by securities requested to be included in such Holder at the time of filing the Registration Statementregistration. To facilitate the allocation of shares Registrable Securities in accordance with the above provisions, the Company may round the number of shares Registrable Securities and other securities allocated to any Holder or other person holder to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he it may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require. Notwithstanding anything to the contrary in this Section 5.2, in the case of registrations requested pursuant to Section 5.1 or 5.3 of both the Registration Rights Agreement dated December 15, 1999 by and among the Company and the Purchasers listed therein (the "Chase Agreement") and the Registration Rights Agreement dated as of June 4, 1997 as amended by Amendment No. 1 dated as of December 15, 1999, among the Company and the Purchasers listed therein (the "Founders Agreement", and, together with the Chase Agreement, the "Prior Agreements"), the Holders may participate in any such registration only in respect of that portion of any such registration as remains after inclusion of all Registrable Securities (as defined in the Prior Agreements) requested by the Holders (as defined in the Prior Agreements) with registration rights under the Prior Agreements to be included in such registration, provided, however, that the foregoing is not intended to limit or impair the registration rights, if any, a holder may have pursuant to any other registration rights agreement with the Company to which such holder is a party, including any registration rights a holder may have under the Prior Agreements.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(iSubsection 2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities and other securities to be included in such registration and underwriting. No such reduction shall reduce registration; provided, however, that the amount number of securities to be included for the account of the selling Holders included in the registration below thirty percent (30%) of the total amount of shall not be so limited if any securities are to be included in such registration, unless such offering is underwriting for the initial public offering and such registration does not include shares account of any person other selling shareholders, in which event any than the Company or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceHolders. The Company shall so advise all Holders and other holders distributing proposing to distribute their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting by all such Holders shall be allocated among all the Holders in proportionthem, as nearly as practicable, first, to the Company and second, pro rata among the Holders based upon the respective amounts of Registrable Securities held by that each such Holder at the time of filing the Registration Statementhas elected to include in such registration. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 one hundred shares. If any Holder disapproves of the terms of any such underwriting, he may elect elect, unless otherwise agreed in writing by such Holder, to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(isubsection 11.3(a)(i). In such event the right of any Holder Holders to registration pursuant to Section 9.2 11.3 shall be conditioned upon such Holder’s Holders' participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided hereintherein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement agreements in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.211.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwritingregistration. No such reduction shall reduce In the amount event of securities a limitation (or elimination) on the number of the selling Holders shares to be included in the registration below thirty percent (30%) of the total amount of securities included in such a registration, unless such offering is then the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting the Holders, and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among each Holder and all the Holders other persons with registration rights that have requested that shares held by them be registered. Such allocation shall be in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities held shares of Common Stock requested to be registered by each Holder and by such Holder at the time of filing the Registration Statementother persons. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any such Holder or other person to the nearest 100 shares. If any Holder a holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after except in accordance with the effective date terms of subsection 11.4(f)(vi). In the event that any Registrable Securities of a Holder are not included in a registration as a result of the limitation or elimination imposed by this subsection 11.3(b) then such Holder shall be entitled to one additional piggy-back registration statement relating thereto, or such other shorter period of time right on the same terms as the underwriters may requireare provided in this Agreement.

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders Each Holder proposing to distribute their its securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform such Holder's obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.26, if the managing underwriter determines provides written notice to the Holders that marketing it has determined that market factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such the managing underwriter shall include in the offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the maximum number of shares of Registrable Securities that may be included in the offering consistently with such market factors and shall allocate such included shares as follows: (i) first, the shares requested to be sold by the Company for its own account or the holder of securities initiating the registration and underwriting shall under demand registration rights granted by the Company; (ii) second, on a pro rata basis among the holders thereof, the shares requested to be allocated among all included in the offering by the Holders and the shares requested to be included in proportionthe offering pursuant to piggyback registration rights granted by the Company; and (iii) third, as nearly as practicable, any other shares requested or proposed by the Company to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementbe included for resale. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.managing

Underwriting. If the registration of which the Company gives ------------ notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount by Holders to a minimum of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities shares to be included in such registration, unless such offering is underwriting or exclude them entirely in the case of the Company's initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of case the Registrable Securities of the selling Holders may be excluded if the underwriters make the determination described above and no other shareholders' securities are included in accordance with the immediately preceding sentencesuch registration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder of Registrable Securities disapproves of the terms of any such the underwriting, he such person may elect to withdraw therefrom by written notice to the Company Company, and the managing underwriter. Any The Registrable Securities and/or other securities excluded or so withdrawn from such underwriting shall also be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit (or exclude entirely) on a pro rata basis the number of Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) to be included in such registration. If all Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) have been excluded from such registration and underwriting. No the managing underwriter determines that a further limitation is required, the managing underwriter may limit the remaining Registrable Securities (including those under the Modification Agreement) to be included in such reduction shall registration; provided, however, that the managing underwriter may not reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders under the Modification Agreement to be included in the registration to less than 25% of the total shares so included; provided further, however, that such percentage may be excluded in accordance with reduced or waived by the immediately preceding sentenceHolders of a majority of the Registrable Securities under the Modification Agreement, excluding Registrable Securities held by the Affiliates (each as defined under the Modification Agreement). The Company shall so advise all Holders under this Agreement and under the Modification Agreement and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities (including those under the Modification Agreement) and other securities that may be included in the registration and underwriting shall be allocated among all the Holders under this Agreement and under the Modification Agreement and such other holders exercising their registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such Holder Holders and such other holders exercising their registration rights at the time of filing the Registration Statementregistration statement. To facilitate the allocation of or shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder (both under this Agreement and the Modification Agreement) or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Investor as a part of the written notice given pursuant to Section 9.2(a)(i7b(a)(1). In such event event, the right of any Holder the Investor to registration pursuant to this Section 9.2 7b shall be conditioned upon such Holder’s the Investor's participation in such underwriting and the inclusion of the Investor's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing In the event the Investor proposes to distribute their its securities through such underwriting underwriting, the Investor shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.27b, if the managing underwriter determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit (subject to the number of Registrable Securities to be included in allocation priority set forth below) exclude from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all underwriting some of the Registrable Securities of the Holders may which would otherwise be excluded in accordance with the immediately preceding sentenceunderwritten pursuant hereto. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated in the following manner. The number of shares that may be included in the registration and underwriting on behalf of the Investor and Other Shareholders shall be allocated among all the Holders Investor and other Shareholders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by and other securities which they had requested to be included in such Holder registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder the Investor disapproves of the terms of any such underwriting, he the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.2(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 5.2 shall be conditioned upon such Holder’s 's participation in such underwriting underwriting, and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce (i) in the amount of securities case of the selling Holders included Company's initial public offering, to zero, and (ii) in the registration below thirty percent (30%) case of the total any other offering, to an amount no less than 25% of securities all shares to be included in such registrationoffering; provided however, unless that any such limitation or "cutback" shall be first applied to all shares proposed to be sold in such offering is other than for the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all account of the Company which are not Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceSecurities. The Company shall so advise all Holders and other holders distributing their securities through such underwriting underwriting, and the number of shares of Registrable Securities or other securities that may be included in the registration and underwriting shall be first allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 180 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.3(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (shall, together with the Company and the other holders parties distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.3, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwriting. No any stockholder of the Company (other than a Holder) on a pro rata basis, provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding this sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder”, and any pro rata reduction with respect to such “Holder” shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time “Holder,” as the underwriters may requiredefined in this sentence.

Underwriting. If the registration of which statement under which. the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling shareholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) business, days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder which is a partnership or corporation, the partners, retired partners and shareholders of such registrationHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing person shall be deemed to be a single "HOLDER", and any pro rata reduction with respect to such "HOLDER" shall not be transferred based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time "HOLDER," as the underwriters may requiredefined in this sentence.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Warrantholder(s) as a part of the written notice given pursuant to Section 9.2(a)(i9(a). In such event the right of any Holder the Warrantholder(s) to registration pursuant to Section 9.2 shall be conditioned upon the participation by such Holder’s participation holder in such underwriting and the inclusion of the Registrable Securities of such holder in the underwriting to the extent provided herein. All Holders Warrantholders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.29, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders Warrantholders and the other holders distributing their securities through such underwriting (other than holders participating as a result of demand registration rights), and the number of shares of Registrable Securities and such other securities that may be included in the registration and underwriting shall be allocated among all the Holders Warrantholders and such other holders thereof in proportion, as nearly as practicable, to the respective amounts number of Registrable Securities or other securities entitled to inclusion in such registration held by the Warrantholder(s) and such Holder at the time of filing the Registration Statementother selling Shareholders participating in such underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder disapproves holders disapprove of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i6(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing propose to distribute all or a portion of their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 9.26, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting pursuant to piggyback registration rights similar to this Section 6, and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders and other securities held by other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to If any Holder or other person to the nearest 100 shares. If any Holder holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 10.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 10.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2the Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany stockholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall (i) reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholdersstockholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling stockholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than fifty percent (50%) of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. If the registration of which the Company gives notice is ------------ for a registered public offering involving an underwriting, the Company shall so advise the Holders Holder as a part of the written notice given pursuant to Section 9.2(a)(i2.1(a)(i). In such event event, the right of any the Holder to registration pursuant to Section 9.2 2.1 shall be conditioned upon such the Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting shall be limited to the extent provided herein. All Holders The Company shall, together with the Holder and any other holders of Common Stock proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) , enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if If the managing underwriter determines advises the Company in writing that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders stockholders requesting to be included in the registration and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other shares of Common Stock that may be included in the registration and underwriting underwriting, if any, shall be allocated among the Holder and all other holders of Common Stock requesting to be included in the Holders registration and underwriting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities Common Stock held by such Holder each of them at the time of the filing of the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder No Registrable Securities or other person to shares of Common Stock excluded from the nearest 100 sharesunderwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any the Holder disapproves of the terms of any such the underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireCompany.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into and perform its obligations under an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the holders who have demanded such registration). Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a pro rata basis based on the total number of securities (including, without limitation, Registrable Securities) entitled to registration pursuant to registration rights granted to the participating Holders by the Company; provided, however, that if such offering is the initial public offering of shares to the public, no such reduction shall may reduce the amount number of securities being sold by the Company for its own account; and provided further that if such offering is not the initial offering of shares to the selling public, no such reduction may reduce the number of securities being sold by the Holders included in the registration below to less than thirty percent (30%) of the total amount of securities included shares being sold in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statementoffering. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or other holder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders each Holder as a part of the written notice given pursuant to Section 9.2(a)(i1.2(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All The Company, the Holder and all Other Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.2, if the managing underwriter determines underwriters determine that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter underwriters and the Company may limit the number of Registrable Securities held by the Holder and securities held by any Other Holder to be included in the registration and underwriting, or may exclude Registrable Securities held by the Holder and securities held by any Other Holder entirely from such registration and underwriting. If there is a limitation on the number of Registrable Securities and securities held by any Other Holder to be included in such registration, the following rules apply: the Registrable Securities requested to be included in such registration and underwriting. No such reduction by a Holder shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities be included in such registration, unless such offering is registration pro rata with the initial public offering and shares of Common Stock requested to be registered in such registration does not include shares of statement by any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and Other Holder based on the number of shares of Common Stock requested to be registered by such Holder and all Other Holders. The Company shall advise each Holder and each Other Holder of any such limitation, and the number of Registrable Securities and securities held by any Other Holder that may be included in the registration and underwriting after the underwriter’s determination, it being understood that shares of Common Stock shall be allocated among all the Holders in proportion, as nearly as practicable, first to the respective amounts Company, then to the Holder and all Other Holders on a pro rata basis based on the number of Registrable Securities and securities held by such any Other Holder at so requested to be included. If the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Other Holder disapproves of the terms of any such underwriting, he such party may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 2.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders of securities of the Company with registration rights to participate therein distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.2, if the managing underwriter determines underwriters advise the Company in writing that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter underwriters may (subject to the limitations set forth below) limit the number of Registrable Securities to be included in such in, the registration and underwriting. No The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated, as follows: (i) first, to the Company for securities being sold for its own account and (ii) second, to the Holders requesting to include Registrable Securities in such reduction registration statement based on the pro rata percentage of Registrable Securities held by such Holders, assuming conversion; provided, however, that in no event shall reduce the amount of securities of the selling Holders included in the registration offering be reduced below thirty percent (30%) 35% of the total amount of securities included in such registrationoffering, unless such offering is except in the initial public offering and such registration does not include shares event of any other selling shareholdersan Initial Public Offering, in which case all such securities may be excluded; provided, further, that in the event any or the amount of securities of the selling Holders included in the offering are reduced, the amount of securities held by the Founder included in the offering shall be reduced on a pro-rata basis, except in the event of an Initial Public Offering, in which case before the number of securities to be included by the selling Holders is reduced, all of the Registrable Securities of securities held by the Holders may Founder shall be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through from such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesoffering. If any Holder disapproves of a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, he may elect to withdraw such person shall also be excluded therefrom by written notice to from the Company and or the managing underwriter. The Registrable Securities or other securities so excluded shall also be withdrawn from such registration. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of . If shares are so withdrawn from the registration statement relating theretoand if the number of shares of Registrable Securities to be included in such registration was previously reduced as a result of marketing factors pursuant to Section 2.2(b), or the Company shall then offer to all persons who have retained the right to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such other shorter period of time as shares to be allocated among the underwriters may requirepersons requesting additional inclusion, in the manner set forth above.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 3(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexclude them entirely. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders holders thereof in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such Holder holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the a registration statement of which the Company gives notice under this Section 2 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the by written notice given pursuant to Section 9.2(a)(i)notice. In such event event, the right of any such Holder to include Registrable Securities in a registration pursuant to this Section 9.2 2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Selling Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated as follows: (i) first, all Other Securities being sold by the Company or by any Person (other than the Holders) exercising a contractual right to demand registration pursuant to which such registration statement was filed, (ii) second, to the Selling Holders and to any security holders requesting piggyback registration pursuant to the terms of that certain Registration Rights Agreement, dated as of November 19, 2013, entered into between the Company and US VC Partners, L.P. or that certain Registration Rights Agreement, dated as of July 30, 2014, entered into among all the Holders Company and the purchasers listed on Schedule I thereto, in proportion, proportion (as nearly as practicable, ) to the respective amounts number of Registrable Securities held or shares of Common Stock, as applicable, owned or held, or underlying Convertible Securities owned or held, by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any each Selling Holder or other person to security holder, as applicable, and (iii) among any other holders of Other Securities requesting such registration, pro rata, based on the nearest 100 sharesaggregate number of Other Securities owned by each such holder. If any Selling Holder disapproves of the terms of any such underwriting, he such Selling Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter, delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from such the registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i3.2(a)(i). In such event event, the right of any Holder to registration pursuant to this Section 9.2 3.2 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company, but subject to the reasonable approval of the Holders. Notwithstanding any other provision of this Section 9.23.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce without requiring any limitation in the amount number of securities shares to be registered on behalf of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceCompany. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting by all Holders requesting inclusion of their Registrable Securities or other Company securities, as applicable, shall be allocated among all the Holders in proportionthem, as nearly as practicable, first, to the Company solely with respect to shares proposed to be sold for the Company’s account, and second, among the Holders in proportion to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing of the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. Notwithstanding anything contained herein to the contrary, and in connection with any offering involving an underwriting of the Company’s securities the Company shall not be transferred in a public distribution prior required to ninety (90) days after the effective date include any of the registration statement relating theretoRegistrable Securities in such an underwriting unless the Holders accept the terms of the underwriting as agreed upon between the Company and its underwriters, or and then only in such other shorter period of time quantity as the underwriters may requirein their sole discretion determine will not jeopardize the success of the offering by the Company. A registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provision, fewer than seventy percent (70%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.

Underwriting. If the registration of which covered by the Company gives notice Registration Notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of in the written notice given pursuant to Section 9.2(a)(i)Registration Notice. In such event event, the right of any Holder to registration pursuant to Section 9.2 4(a) shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.24, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the exclude some or all Registrable Securities from such registration and underwriting. The number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce be allocated as follows: first, for the amount of securities account of the selling Company, all shares of Common Stock proposed to be sold by the Company, and second, for the account of any Holders included in the registration below thirty percent (30%) or other stockholders of the total amount of securities included Company participating in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Common Stock or other Registrable Securities that may requested to be included in the registration by such Holders and underwriting shall be allocated among all the Holders other stockholders in proportion, as nearly as practicable, to the respective amounts of securities that are requested to be included in such registration by such Holders and other stockholders. The Company shall so advise all Holders and the other holders distributing their securities through such underwriting of any such limitation, and the number of shares of Registrable Securities held by such Holder at Holders that may be included in the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and . The Company shall not be transferred in a public distribution have the right to terminate or withdraw any registration initiated by it under this Section 4 prior to ninety (90) days after the effective date effectiveness of such registration, whether or not a Holder has elected to include Registrable Securities in such registration, without thereby incurring any liability to the Holders of the registration statement relating theretoRegistrable Securities; provided however, that the Company notifies all Holders who requested inclusion of his/her Registrable Securities of such termination or such other shorter period of time as the underwriters may requirewithdrawal.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1.6(a)(i). In such event event, the right of any Holder to registration pursuant to Section 9.2 1.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.21.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit (or exclude entirely) on a pro rata basis the number of Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) to be included in such registration. If all Registrable Securities of the Affiliates (as each term is defined in the Modification Agreement) have been excluded from such registration and underwriting. No the managing underwriter determines that a further limitation is required, the managing underwriter may limit the remaining Registrable Securities (including those under the Modification Agreement) to be included in such reduction shall registration; provided, however, that the managing underwriter may not reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders under the Modification Agreement to be included in the registration to less than 25% of the total shares so included; provided further, however, that such percentage may be excluded in accordance with reduced or waived by the immediately preceding sentenceHolders of a majority of the Registrable Securities under the Modification Agreement, excluding Registrable Securities held by the Affiliates (each as defined under the Modification Agreement). The Company shall so advise all Holders under this Agreement and under the Modification Agreement and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities (including those under the Modification Agreement) and other securities that may be included in the registration and underwriting shall be allocated among all the Holders under this Agreement and under the Modification Agreement and such other holders exercising their registration rights in proportion, as nearly as practicable, to the respective amounts of Registrable Securities securities entitled to inclusion in such registration held by such Holder Holders and such other holders exercising their registration rights at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder (both under this Agreement and the Modification Agreement) or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. , Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 120 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of statement under which the Company gives notice under this Section 2.3 is for a registered public offering involving an underwritingunderwritten offering, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)Registrable Securities. In such event event, the right of any such Holder to be included in a registration pursuant to this Section 9.2 2.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2Agreement, if the managing underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter number of shares that may limit be included in the underwriting shall be allocated, first, to the Company; second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders; and third, to be included in such registration and underwritingany shareholder of the Company (other than a Holder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, and in no event shall the amount of securities of the selling Holders included in the registration be reduced below thirty twenty-five percent (3025%) of the total amount of securities included in such registration, unless such offering is the initial public offering Initial Offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and In no event will shares of any other holders distributing their securities through selling shareholder be included in such underwriting and registration which would reduce the number of shares of Registrable Securities that which may be included by Holders without the written consent of Holders of not less than a majority of the Registrable Securities proposed to be sold in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireoffering.

Underwriting. If the registration of which the Company gives notice is for or a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i8.6(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 8.6 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.28.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among all the Holders and such other holders (provided that such other holders have contractual rights to participate in such registration) in proportion, as nearly as practicable, to the respective amounts of Registrable Securities and other securities held by such Holder Holders and such other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders Preferred Stockholders as a part of the written notice given pursuant to Section 9.2(a)(i3.2(a)(i). In such event event, the right of any Holder Preferred Stockholder to registration pursuant to Section 9.2 3.3 shall be conditioned upon such Holder’s Preferred Stockholder's participation in such underwriting and the inclusion of such Preferred Stockholder's Registrable Securities in the underwriting to the extent provided herein. All Holders Preferred Stockholders proposing to distribute their securities Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) must agree to enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.23.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may limit the number amount of Registrable Securities to be included in such the registration and underwriting. No In such reduction shall reduce event, the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and Preferred Stockholders as to the number of shares of Registrable Securities that may be included in the registration and underwriting. The number of the Registrable Securities included in the registration and underwriting shall be allocated among all of the Holders Preferred Stockholders who are exercising registration rights, in proportion, as nearly as practicable, ; to the respective amounts of Registrable Securities requested to be included in such registration held by such Holder each Preferred Stockholders at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 sharesregistration statement. If any Holder Preferred Stockholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(iparagraph 13(a)(i). In such event the right of any Holder to registration pursuant to Section 9.2 this paragraph 1.3 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2paragraph 1.3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities or other securities to be included in such registration and underwriting. No registration; provided, however, that no such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) 25% of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceexcluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities and other securities that may be included in the registration registration, and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) 90 days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise each of the Holders as a part of the written notice given pursuant to Section 9.2(a)(i1(c)(i)(A). In such event event, the right of any Holder each of the Holders to registration pursuant to this Section 9.2 1(c) shall be conditioned upon such Holder’s Holders' participation in such underwriting and the inclusion of such Holders' Registrable Securities in the underwriting to the extent provided herein. All The Holders proposing whose shares are to distribute their securities through be included in such underwriting registration shall (together with the Company and the other holders Other Shareholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing representative of the underwriter or underwriters selected for such underwriting by the Company, provided that no underwriter whose selection would result in an ERISA Conflict may participate in any such underwriting. Notwithstanding any other provision of this Section 9.21(c), if the managing underwriter representative determines that marketing factors require a limitation of on the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their of securities through such underwriting requesting registration, and the number of shares of Registrable Securities securities that may are entitled to be included in the registration and underwriting shall be allocated among all in the Holders in proportionfollowing manner: The securities of the Company held by officers, as nearly as practicable, directors and Other Shareholders of the Company (other than Registrable Securities) shall be excluded from such registration and underwriting to the respective amounts of Registrable Securities held extent required by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisionslimitation, the Company may round and, if a limitation on the number of shares allocated is still required, the number of shares that may be included in the registration and underwriting by each of the Holders shall be reduced, on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to any Holder or other person to the nearest 100 sharescomply with such limitation. If any Holder of the Holders or any officer, director or Other Shareholder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any Registrable Securities or other securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice a Piggyback Registration is for a registered public offering involving that is to be made by an underwriting, the Company shall so advise the Holders as a part of the written notice given Registrable Securities eligible for inclusion in such Registration Statement pursuant to Section 9.2(a)(iSections 3(b). In such event that event, the right of any Holder to registration pursuant to Section 9.2 Piggyback Registration shall be subject to the approval by such underwriter and conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute sell any of their securities Registrable Securities through such underwriting shall (together with the Company and any other stockholders of the other holders distributing Company selling their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany or the selling stockholders, as applicable. Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter or the Company determines that marketing factors require a limitation of on the number of shares of Common Stock or the amount of other securities to be underwritten, the managing underwriter may limit the number of exclude some or all Registrable Securities to be included in from such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing (except those Holders who failed to timely elect to include their securities Registrable Securities through such underwriting or have indicated to the Company their decision not to do so), and indicate to each such Holder the number of shares of Registrable Securities that may be included in the registration and underwriting, if any. The number of shares of Registrable Securities to be included in such registration and underwriting shall be allocated among all such Holders as follows: (i) If the Holders in proportionPiggyback Registration was initiated by the Company, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares that may be included in the registration and underwriting shall be allocated to any Holder or other person first to the nearest 100 sharesCompany and then, subject to obligations and commitments existing as of the date hereof, to all selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein; and (ii) If the Piggyback Registration was initiated by the exercise of demand registration rights by a stockholder or stockholders of the Company (other than the Holders), then the number of shares that may be included in the registration and underwriting shall be allocated first to such selling stockholders who exercised such demand and then, subject to obligations and commitments existing as of the date hereof, to all other selling stockholders, including the Holders, who have requested to sell in the registration on a pro rata basis according to the number of shares requested to be included therein. No Registrable Securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such registration. If any Holder disapproves of the terms of any such underwriting, he such Holder may elect to withdraw such Holder’s Registrable Securities therefrom by delivering a written notice to the Company and the managing underwriter. Any securities excluded or The Registrable Securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, and however, that, if by the withdrawal of such Registrable Securities, a greater number of Registrable Securities held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall not be transferred offer to all Holders who have included Registrable Securities in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may requireright to include additional Registrable Securities pursuant to the terms and limitations set forth herein in the same proportion used above in determining the underwriter limitation.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i4.2(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 4.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (shall, together with the Company and the other holders distributing their securities through such underwriting) Company, enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.24.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of shares of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce without requiring any limitation in the amount number of securities shares to be registered on behalf of the selling Holders Company, provided that if such underwriting is other than an initial public offering, (i) the number of shares of Registrable Securities to be included in the such registration below shall not be limited to less than thirty percent (30%) of the total amount number of securities shares to be included in such registration, unless and (ii) no shares owned by a person or entity who is not a party to this Agreement, or entitled to the benefits hereof pursuant to Section 4.10, shall be included in such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentenceregistration. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting by all Holders shall be allocated among all the Holders of Registrable Securities in proportion, as nearly as practicable, proportion to the respective amounts of Registrable Securities held by such Holder Holders at the time of filing of the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 one hundred (100) shares. If any Holder disapproves of the terms of any such underwriting, he such holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i)this Section. In such event event, the right of any Holder to registration pursuant to this Section 9.2 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting underwriting, to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders stockholders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the CompanyCompany (or by the stockholders who have demanded such registration, as the case may be). Notwithstanding any other provision of this Section 9.2Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such the registration and underwriting. No , on a PRO RATA basis based on the total number of securities (including Registrable Securities) entitled to registration pursuant to registration rights granted by the Company; PROVIDED, HOWEVER, that no such reduction shall may reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in securities being sold by the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration StatementCompany for its own account. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder or other person stockholder to the nearest 100 shares. If any Holder or other stockholder disapproves of the terms of any such underwriting, he or she may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the final prospectus in the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i2.6(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 2.6 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.22.6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit on a pro rata basis the number of Registrable Securities to be included in such registration and underwriting, provided, that there shall first be excluded from such registration all securities that are not Registrable Securities. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities included in such registration. Notwithstanding the foregoing, unless if such offering is the initial public offering and such registration does not include shares of any other selling shareholdersQualified IPO, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with this Section 2.6(b) provided that any and all securities of the immediately preceding sentenceCompany to be sold by other selling shareholders are also excluded. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person holder to the nearest 100 shares. If any Holder or holder disapproves of the terms of any such underwriting, he may elect to withdraw such Holder shall be excluded therefrom by written notice to the Company and Holder from the managing underwriterCompany. Any securities excluded or withdrawn from such underwriting shall be withdrawn excluded from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Qualified Holders as a part of the written notice given pursuant to Section 9.2(a)(i)5.1. In such event the right of any Qualified Holder to registration pursuant to this Section 9.2 5 shall be conditioned upon such Qualified Holder’s 's participation in such underwriting and the inclusion of Registrable Securities in the underwriting to the extent provided herein. All Qualified Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may limit the number of Registrable Securities to be included in such registration and underwriting. No such reduction shall reduce the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in such registration, unless such offering is the initial public offering and such registration does not include shares of any other selling shareholders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Qualified Holders and other holders distributing their securities through such underwriting and, subject to and in compliance with the superior rights of certain of the Company's stockholders pursuant to the First Rights Agreement, the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Qualified Holders and such other holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder Qualified Holders and such other holders at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Qualified Holder or other person to the nearest 100 shares. If any Qualified Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.

Underwriting. If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise the Holders as a part of the written notice given pursuant to Section 9.2(a)(i5.4(a)(i). In such event the right of any Holder to registration pursuant to this Section 9.2 5.4 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute dispose of their securities Registrable Securities through such underwriting shall (underwriting, together with the Company and the other holders parties distributing their securities through such underwriting) , shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.25.4, if the managing underwriter determines underwriters shall advise the Company that marketing factors (including, without limitation, an adverse effect on the per security offering price) require a limitation of the number of shares Registrable Securities to be underwritten, then the managing underwriter Company may limit the number of Registrable Securities to be included in such the registration and underwriting, subject to the terms of this Section 5.4. The Company shall so advise all Holders of Registrable Securities that have requested to participate in such offering, and the number of Registrable Securities that may be included in the registration and underwriting shall be allocated in the following manner: first, to the Company and second, to the Holders and other holders of Registrable Securities exercising a contractual or other right to dispose of Registrable Securities in such underwriting on a pro rata basis based on the total number of Registrable Securities held by such persons; provided, that any Registrable Securities thereby allocated to any such person that exceed such person’s request shall be reallocated among the remaining requesting Holders and other requesting holders of Registrable Securities in like manner. No such reduction shall (i) reduce the Securities being offered by the Company for its own account to be included in the registration and underwriting, or (ii) reduce the amount of securities of the selling Holders included in the registration below thirty twenty-five percent (3025%) of the total amount of securities Securities included in such registration, unless such offering is the initial public offering and such registration does not include shares Securities of any other selling shareholderssecurity holders, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company No securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration. For the avoidance of doubt, and shall not be transferred nothing in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time as the underwriters may require.this

Underwriting. (a) If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a registration of which the Company gives notice is for a registered public offering involving an underwritingrequested hereunder, the Company will enter into and perform its obligations under an underwriting agreement with such underwriters for such offering, such agreement to contain such representations and warranties by the Company and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 8 hereof. The Investor shall, if requested by such underwriters, be party to any such underwriting agreement and shall so advise make representations and warranties and covenants customary of selling shareholders therein. Notwithstanding the Holders as a part foregoing, the Investor may elect, in writing prior to the effective date of the written notice given pursuant Registration Statement filed in connection with such registration, not to Section 9.2(a)(i). register such Registrable Securities in connection with such registration. (b) In such the event the right of that any Holder to registration pursuant to Section 9.2 3 hereof shall be conditioned upon such Holder’s participation involve, in such underwriting and whole or in part, an underwritten offering, the inclusion of Company may require Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company and the other holders distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 9.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares requested to be underwritten, the managing underwriter may limit the number of Registrable Securities registered pursuant to Section 3 to be included in such registration underwriting on the same terms and underwriting. No such reduction conditions as shall reduce be applicable to the amount of securities of the selling Holders included in the registration below thirty percent (30%) of the total amount of securities included in Other Securities being sold through underwriters under such registration. In such case, unless the holders of Registrable Securities on whose behalf Registrable Securities are to be distributed by such offering is the initial public offering underwriters shall be parties to any such underwriting agreement. Such agreement shall contain such representations and warranties and such registration other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including, without limitation, indemnities and contribution to the effect and to the extent provided in Section 8. (c) In the event that ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., or any affiliate thereof, does not include shares exercise any right of any other selling shareholders, in which event any or all first refusal it may have to underwrite the sale of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. The Company shall so advise all Holders and other holders distributing their securities through such underwriting and the number of shares of Registrable Securities that may be included in the registration and underwriting shall be allocated among all the Holders in proportion, as nearly as practicable, pursuant to the respective amounts of Registrable Securities held by such Holder at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder or other person to the nearest 100 shares. If any Holder disapproves of the terms of that certain Placement Agreement dated as of February 15, 2007 by and between the Company and ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., then, in the event that any registration pursuant to Section 2 hereof shall involve, in whole or in part, an underwritten offering, the Investor shall have the right to select the underwriters for such underwritingunderwritten offering, he may elect which underwriters shall be reasonably acceptable to withdraw therefrom by written notice to the Company. In such event, the underwriting agreement shall contain such representations and warranties of the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, Investor and shall not be transferred in a public distribution prior to ninety (90) days after the effective date of the registration statement relating thereto, or such other shorter period of time terms and provisions as are customarily contained in underwriting agreements with respect secondary distributions, including, without limitation, indemnities and contribution to the underwriters may requireeffect and to the extent provided in Section 8.